8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2023

 RenaissanceRe Holdings Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	001-14428	98-0141974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Renaissance House, 12 Crow Lane, Pembroke, Bermuda         HM 19

(Address of Principal Executive Office)         (Zip Code)

(441) 295-4513

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report).

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Shares, Par Value $1.00 per share	RNR	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share	RNR PRF	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a Series G 4.20% Preference Share, Par Value $1.00 per share	RNR PRG	New York Stock Exchange

Item 5.07     Submission of Matters to a Vote of Security Holders.

The 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of the Company was held on Tuesday, May 9, 2023 in Pembroke, Bermuda. As of March 9, 2023, the record date for the Annual Meeting, there were 43,752,355 common shares, par value $1.00 per share, issued and outstanding. A quorum of 41,447,143 common shares was present or represented at the Annual Meeting.

The final results of the votes regarding the proposals described in the Proxy Statement are as follows:

1.Shareholders elected each of the Company’s four nominees for Class I director to serve until the Company’s 2026 Annual General Meeting of Shareholders, or until their earlier resignation or removal, as set forth below:

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
David C. Bushnell	34,120,273	5,528,627	10,546	1,787,697
James L. Gibbons	36,269,191	3,379,107	11,148	1,787,697
Shyam Gidumal	39,264,595	384,387	10,464	1,787,697
Torsten Jeworrek	39,458,238	190,138	11,070	1,787,697

2.Shareholders approved an advisory vote on the compensation of the Company’s named executive officers as set forth in the Proxy Statement as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
37,266,279	2,332,651	60,516	1,787,697

3.The advisory vote on the frequency of the executive compensation advisory vote was as set forth below:

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
38,808,788	23,441	813,128	14,089	1,787,697

4.Shareholders approved the appointment of PricewaterhouseCoopers Ltd. as the Company’s independent registered public accounting firm for the 2023 fiscal year and referred the determination of PricewaterhouseCoopers Ltd.’s remuneration to the Board of Directors of the Company, as set forth below:

Votes For	Votes Against	Abstentions
41,431,267	4,521	11,355

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RENAISSANCERE HOLDINGS LTD.
Date:	By:	/s/ Shannon Lowry Bender
May 11, 2023		Shannon Lowry Bender
		Executive Vice President, Group General Counsel and Corporate Secretary

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Cover Page Cover Page	May 09, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 09, 2023
Entity Registrant Name	RenaissanceRe Holdings Ltd.
Entity Central Index Key	0000913144
Amendment Flag	false
Entity Incorporation, State or Country Code	D0
Entity File Number	001-14428
Entity Tax Identification Number	98-0141974
Entity Address, Address Line One	Renaissance House
Entity Address, Address Line Two	12 Crow Lane
Entity Address, City or Town	Pembroke
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM 19
City Area Code	441
Local Phone Number	295-4513
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Shares, Par Value $1.00 per share
Trading Symbol	RNR
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/1,000th interest in a Series F 5.
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share
Trading Symbol	RNR PRF
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/1,000th interest in a Series G 4.
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a Series G 4.20% Preference Share, Par Value $1.00 per share
Trading Symbol	RNR PRG
Security Exchange Name	NYSE